


The Elephant in the Room

by Syrup (Syrupsart)



Category: Life Is Strange (Video Game)
Genre: F/F, First Time Blow Jobs, Hand Jobs, Intersex, Other, Premature Ejaculation, Romance, Sex, Smut, Vaginal Sex
Language: English
Status: Completed
Published: 2021-02-19
Updated: 2021-02-20
Packaged: 2021-03-15 23:13:46
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 3
Words: 7,989
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/29566623
Author URL: https://archiveofourown.org/users/Syrupsart/pseuds/Syrup
Summary: Kate confronts Max about what she saw in the shower. Featuring an intersex Max with both sets of genitalia.
Relationships: Maxine "Max" Caulfield/Kate Marsh
Comments: 5
Kudos: 33





	1. The Talk

**Summary for the Chapter:**

> Kate and Max have an embarassed discsuioon about their feelings. And about what Kate saw.  
> Fluffly setup for later sexy events.

Kate didn’t quite know what she felt when she knocked on the door to Maxine Caulfield's room. What she saw earlier in the shower had raised many, many questions. But those questions didn’t affect the way she thought about Max, her guardian angel.

Ever since Max had saved Kate from herself, she couldn’t stop thinking about her. She cherished Max, and every part of her had etched itself on Kate's soul. Her face, her pale blue doe's eyes, her kind soul, and even her corny sense of humor. It was as if a curtain had been lifted, and what had been a caring friend had turned into an angel of compassion.

Kate couldn’t kid herself. An angel of desire.

The door opened a small crack, revealing a sliver of that wonderful face Kate was in love with. Maybe love was too strong, maybe it was a very meaningful crush brought about by sharing a traumatic event, but Kate didn’t care, love felt right. Her feelings had resolved; she was going to do it.

Kate saw Max's obscured eye widen as she gazed at her.

“Kate! Um. Hi!” max flustered out. She still hadn’t opened the door beyond a slit.

“Hi Max, uh, can I uh... may I come in?” Oh god this was already so hard. Kate had thought so long about how this would go, she practically had a script in her head. And as soon as she opened her mouth, the script vanished into oblivion.

“S-Sure, here” Max affirmed, if in not the most definitive way. Kate finally saw her whole face as Max opened the door. Already her cheeks were beat red. Kate reflected on the heat in her own face. At least they were both embarrassed.

Kate side-stepped inside, it seemed Max was only willing to open the door just enough to let her in. Was she trying to keep her out, too polite to refuse her? Or was it simply that she only wanted Kate, and nothing of anything else outside?

They faced each other, Kate looked up into those azure eyes. They seemed surprised, worried, sad. And... expectant? All at the same time. Kate couldn’t look away from them, peering deep into the taller woman's pupils, shivering in place. Max was studying her face, looking into Kate's eyes, but unable to keep the gaze for more than an instant before coyly darting to... her mouth? Her nose? They only paused for a moment, but Kate felt as if an entire conversation was already happening.

No, she had to focus on what she came to tell her. After that, who knows.

“Max, I... I think we...” Her voice caught in her throat. “We should maybe, uh, or that we might want to uh.” Kate fumbled the words out, suddenly unable to look Max in the eye. She looked down.

“Oh god, Max, I think we... should...talkaboutwhathappenedintheshowerthismorning!” the verbal drips turned into a flood. For some reason just knowing the words were out there relaxed her. Kate let out a breath and let her shoulders droop, “we should probably talk about it.”

“Um, oh- okay.” Replied Max, turning even redder and looking down. A silent minute elapsed, both standing by the door, neither knowing what to say or how to proceed, both sets of eyes stealing a glance, then hurriedly looking away again. The awkward apprehension was as taught as a guitar string. Kate decided she was going to take the next step.

“Here.” Kate said as she stepped to max's bed, sitting down. She placed her hands straight on her lap, smoothing her dark grey skirt.

Max spun around, still eyes fixed on the ground, arms and hands tense at her sides.

“Okay, Kate I don't know how much you saw, but I'm sorry, I should have said I was in the stall! Oh god I'm so embarrassed, please I just want us to forget the whole thing” Max looked up, face full of worry and eyes pleading. All Kate could do was meet her sudden gaze, not knowing what to say. It seemed like it would be so easy in her head. “Please don't tell anyone....”

“Max. I would never tell anyone” Kate let the declaration hang in the air. She might as well get it over with.

“I know what I saw, and there are things I need you to know. Max. You're my friend, you've done more for me than literally anyone else. You saved my life! You're my light. And ever since that day I-” their eyes were locked. “I cant stop thinking about you. Even when... well, when I'm alone and want to not be alone”. There, she said it, told the subject of her affections how spent nights with her hand down her pyjamas quietly whispering her name. Imagining her wearing everything and nothing. Admittedly her imagination didn’t precisely predict what max actually looked like down there, but it certainly ran wild ever since the incident.

“I- all I wanna do is.... I guess help you but I don't think you need help. I want to support you Max. It's all safe with me. I care about you” another pregnant pause, “a lot.” Holy shit, what the fuck was coming out of her mouth. Her instinct was to immediately spout that she didn't mean it in a weird way. But she did mean it in a weird way. She chose not to add anything. She saw max's eyebrow raise. Kate had to steel herself and just keep looking Max in the eyes. Max was a statue, taking in the confession. Information overload. Her pupils darted, trying to process everything.

“Kate.”

Max finally joined her, sitting beside Kate on the bed. She felt the side of Max's leg brush against her own as she sat down. Her heart fluttered.

“Holy shit. thank god. Kate. I've felt the same way even before that day.” It was as if all the awkwardness had melted. Kate was floating in a sea of disbelief and bliss. Max took hold of Kate's hand in her own. Their eyes met again.

“I've always had feelings for you Kate. I cant even remember when it started... I've just wanted to be near you. God I was almost a stalker.” Max put her head in her free hand. “And yeah, I've also... thought about you... in that way.” More blush.

Kate wasn’t thinking, she just felt, and couldn’t stop herself. She perked up, and surged towards Max's lips, planting a kiss on them. Kate had wanted to do this ever since Max had saved her. It was just their lips touching, but it felt like a hot wind was flowing through Kate's whole being. Her stomach was doing flips, and her heart began to pound fast and hard, but paradoxically the sound seemed far away. There was only this wonderfulness flowing from the soft lips, the warm skin, and rippling breath of Max Caulfield. The eternal reverie swam through Kate; she had found her place in the world.

The eternity lasted an instant. Kate pulled back, eyes wide, gasping in shock as if she hadn’t been the one to instigate it.

“I'm sorry! I. I don't know what I was thinking. Oh god, I'm sorry! I shouldn't have done that! I should have asked you” Max's eyes seemed to have glazed over, unfocused but looking at Kate, or past her? Her head was cocked at a slight angle, her mouth small and slightly open. Kate brought her hands up to her face. Suddenly she felt as if she couldn’t bear to have max look at her. The hot wind felt like it transferred itself entirely to her face.

A light laugh broke. Max was smiling wide, leaning close and gently cupping her hands around Kate's

“That was nice.”

“I'm sorry”

“You shouldn’t be. I'm not. Kate, I've fantasized about kissing you for so long. I never acted on it because, well,”

“The church stuff.” Kate's mind was suddenly clear from the barrage of revelations.

“Yeah” confirmed Max.”

“I'm not certain either. I don’t really think about it. It's like there's two separate sides to me. But I know the way I feel about you isn't wrong.”

They talked for what seemed like a whole day. Jumping from topic to topic. Light fluff followed intensity, seriousness circled back from girlish giggling. Kate was surprised at how comfortable it was. She tried to explain how she felt of this squared with her beliefs, but couldn’t. Neither woman could really come to a conclusion. It seemed that the feelings just were, and that was that.

But something was growing in Kate, a curiosity and desire that sparked after the shower incident.

“So, I do kinda have questions.” The newer elephant in the room. “About earlier today.” Max looked at her feet, and her mouth tightened. If you want to talk about it, we can, or....” Kate reached for her mental script, and once again found nothing. She looked at Max, heat rising. So close.

Max paused, thinking hard, this was very new territory.

“Okay. W-what do you wanna know?”

“Well....” How to phrase this.

“You have a dick.” Kate immediately regretted it. She didn't mean it to sound so accusatory. The surprise had now passed after all. Max kept blushing. Kate bit her lip.

“Yeah.. yeah... I do. I was born with it. I uh, I have... both kinds of... things.”

“So like, are you a woman, or....” And Kate just kept shoving her foot into her mouth. “Shit, sorry, that sounded really wrong, I-”

“I've always felt like a woman” Max was staring ahead. She seemed oddly relaxed now, “And I guess my body did... develop like one.” That sounded weird too, but Max didn't correct herself. Kate hoped she meant it to be weird. She finally stole a look at Max's chest and her small breasts as they breathed underneath the pink T-shirt. She was not wearing a bra. She turned, Kate looked up, and slowly put on a guilty smile. Kate's eyes drank in Max's face.

“Does.... does it.... work?”

Max's eyebrows did that thing again.

“Um”

She turned bright red again, but both women kept their gaze.

“Y-yeah. I- I mean- I can, it can, uh” She somehow became even redder, her lips were trying to smile but were unsure of how to do it.

Kate put a hand gently on Max's cheek, holding her face, and leaned in for another kiss. This elicited a small and adorable whimper. The softness of their lips combined together. They sat just enjoying the warmth and breath of each other, Kate planting a kiss, Max gaining confidence and replying with more.

Kate's chest was an accelerating drumbeat. She knew what she wanted to do, and God, she couldn’t stop. What was happening to her? Her tongue gave a gentle poke to Max's lips. A hesitant stillness followed, and Max's lips opened ever so slightly. Kate's tongue explored further, using the tip to delicately taste the fullness of Max's lips, tracing a small line around her bottom lip. Kate could feel an airy sigh escape Max's nose. Kate explored further, slowly pushing her tongue into max's mouth. It tasted like peppermint tea.

Max's tongue flinched back, not knowing how to proceed. They began to dance. Transcendent. The sheer bliss of finally being able to touch Max this way, their lips entwined, tongues playfully stroking each other, slipping past and ducking inside their mouths. There were no thrusts or parries, only a sugary game of tag between them. Kate couldn’t believe the softness of their bodies meeting, the world was entirely plush. They continued for awhile content in the embrace, but the heat rising in Kate couldn’t stop. She finally broke it off, and snuck a peek at Max's lower half. Now that she knew what to look for, it did seem as if there was a small mound. Not exactly straining max's jeans, and barely noticeable, but there.

She bit her lip. This was a new world, and she wanted to dive in.

“Max, I know this is really fast” Kate spoke quickly and breathlessly “And you can always say no to me, but I... I want to see it. I want to see you.”

Max stared into Kate's eyes, looking down and looking up again. She closed them.

“Okay.” Max whispered.


	2. The First Hesitant Explorations

**Summary for the Chapter:**

> Kate see's Max fully, and they begin to clumsily explore.

Okay

She was barely audible, but said it with a small smile. Max slowly rose from the bed. Kate saw that the bulge was a little more obvious now, but anyone else would likely just see it as a curve of Max's jeans. Kate kneeled just in front of Max. She felt her shaking, her heartbeat so powerful it emanated from her skin. Max breathed in, and undid the button of her jeans and let down the zipper, hesitantly shimmying the garment down around her thighs to expose her white underwear.

Kate put on the biggest, dopiest smile she had. Max turned towards her, looking off to the side with an embarrassed look, and Kate took it all in. The top part of max's panties were bulging out from her waist, pulling the waistband away from her skin. A gentle hill, curving upwards. The impression it gave was hardly massive, even petite. But Kate knew it was big enough. It was a part of Max, and even before seeing it fully, Kate knew it was beautiful.

The unornamented cotton panties had two small wet spots, one at the apex of the hill, and a slightly larger one down below, near the gusset. They were wet enough for Kate to see a hint of what lay underneath. Kate knew her own nethers were in a similar state. She was almost swooning. So close to what she had fantasied about, and closer still to this new treasure she hadn’t even been aware of before. Her heart was full to bursting.

Kate looked up, willing max to meet her gaze and see her joy. Max responded with a meek and warm smile.

“Can I?” Kate bright her hands to the thin waistband of Max's underwear. Already she noticed a scent, animalistic, pleasant and heady.

Max nodded hesitantly in reply.

Kate slowly drew the panties down, revealing it bit by bit. Strictly speaking, it was the first time Kate had seen a penis in the flesh, and she was full of wonder. Not large by any means, it extended out smoothly just above Max's womanhood, slightly darker than the rest of her skin. A sheath enclosed it, a small window exposing the reddish head underneath, just at the tip. She could see its outline beneath the skin.

There was a small bead of clear fluid sitting just at the tip, threatening to run down the underside. Behind sat at a small thatch of Max's dark brown and curly pubic hair. It reminded Kate of her own.

As Kate continued to lower max's panties, she caught sight of the original object of her fantasies, Max's wonderful womanhood. Her Vagina. Her Pussy. It sounded so crass in Kate's head. Her skin folded and curved down from the base of her cock, obscuring the delicate petals within. The hood of her clitoris seemed like a transition point between the genitals, smoothly transforming into the underside of her penis. More hair, though not as thick, ran along the sides of her marvelous pussy. Max was glistening, her juices coated her lower lips and spread everywhere her pussy could possibly touch. A small string still connected her to the wet patch on her panties beneath.

The smell of Max's body, her most intimate places, was overwhelming Kate in an ocean of desire. She needed that scent, to feel it, consume it, become one with it, and add her own into it. It was intoxicating. Kate took it all in, Admiring the magnificent sight as Max stood there, all her parts out, shyly holding herself.

“Wow” Kate whispered. “You are so beautiful Max. You're radiant. You're the most exquisite person I have ever seen.”

“Kate... I've never shown this part of myself to anyone....ever” Kate looked up, and saw small tears in the corners of max's eyes. She was bunching her arms towards her chest, trying to become smaller.

“Th-thank you. ” Max's breathing was steadying. “I'm glad it's... not weird. You're beautiful too.”

“C-can I touch it?!” Kate pleaded.

Max paused, thinking. She nodded shakily.

Kate took another look at Max's cock. Wild thoughts were running thru her head. Slowly, she lifted her hand, and placed only the tips of her fingers on the top half of it. Max let out a delightful whimper. Kate mused at why that sounded so nice.

Kate gently, carefully, pushed the smooth skin back to expose more of the tip. It happened instantly

“Oh Kate!”

Max's whole body spasmed, her voice caught in her throat, and only a small high sound emerged. Her eyes snapped shut, her brow raised to the ceiling. It flowed from her, dripping out. Smaller spasms rocked Max's body, each pulse sending a new small surge of the white fluid. Her cock seemed to flex itself up and down in a steady rhythm, the flexing sending more drops cascading below. Max's pussy seemed to be doing a similar motion, almost vibrating in time with the penis above it. Kate thought it may be Max's heartbeat. As quickly as it starting, the flexing stopped. Her pussy was practically streaming with her juices. It sounded like she had just run a marathon, letting out sounds that alternately seemed pleasured and wearied.

Kate looked to where the drops were falling, directly onto her dark grey skirt, soaking in and forming small dark stains. The scent it released flooded her mind. Would she call it pleasant? Kate didn’t know, but it was wonderful nonetheless. It roused a deep throbbing within Kate. This was new. It made her want to.... It finally hit her. This was Max's cum. The physical proof of Max's pleasure. And it was her, Kate, who brought it out. Admittedly, it's didn’t take much, and it wasn't like the videos, there wasn't a lot if it. But Kate wouldn't complain. A light touch from the woman she loved was all that was needed to throw Max into ecstasy, and that pleased Kate. It pleased her very much. She felt a slow trickle of fluid begin to run down her own leg.

“K-Kate. Oh god. That felt... wowsers” Max was trying to catch her breath, though her knees were shaking. “S-sorry.”

“No. That was lovely.” Kate grinned and looked up.

“No one has ever touched me like that Kate. Oh god.” Max threw her head back, looking up at the plain ceiling. It seemed like smaller waves of pleasure were still flowing through her. Kate just put her head to Max's thigh. She noticed something

“Um, it's still looks...hard.”

“Uh, yeah. It doesn’t really get soft until I..go a few times.... I think my body works on women's orgasm rules?”

“Neat!”

A moment passed between them, energy exchanging back and forth. What they had shared. A wall had come down, and it was replaced with pillowy comfort. They both laughed, slowly and quietly at first, then crescendo into a full, tearful fit. The sound was joyous.

As their laughter died down, Kate, still on her Knees, looked up once again at Max. She gave her a guilty look, and returned her gaze to what was in front of her. Everything was still exposed, and still hard. A drop of cum still clung to the tip, which bobbed up and down slightly. Kate loved looking at it. The glistening pink head, the thin coating of semen covering it, the shape leading up the tip and the dark pinpoint that was the source of the liquid love. Veins had begun to show more fiercely on the shaft, and the heavenly fold beneath gleamed. God it still smelled so good.

Kate had never done what she was about to do before, but in that moment, it was all she desired in the world. Staying silent, she opened her mouth, letting her tongue stick out slightly. She crept closer to the head of Max's penis. Right before she made contact, Kate met max's gaze above her. She wanted to see the moment Max felt it. Her love's eyes were wide, a stark shift from the relaxed look they held moments ago.

Kate gently placed her hands on the side of Max's thighs, just above where her jeans and underwear sat. Her skin was so smooth, and Kate couldn't help herself. Her hands travelled toward Max's backside. Kate didn’t clench or squeeze, but the soft grip steadied her, and set her mind to her task. Eyes still locked, Kate leaned forward, slowly taking Max into her mouth.

The instant Kate's tongue touched the tip, Max's eyes went a flutter, looking up high, her face contorted. She looked like she was going to weep, but no tears came, only a high short moan.

“Oh god Kate! This.. this actually happening.... ugh!”

Kate luxuriated in the warmth in her mouth, coaxing happy sounds out of Max. She moved forward slowly, easing Max in, whimpers chasing. This was amazing. Kate tasted her cock. She supposed this was what cum tasted like, there was a bit still left on the tip after all. She didn’t know what to expect. Still, it tasted of Max so it was wonderful. The thick bodily flavour made Kate's head spin in a horny daze. The smooth skin inside her mouth, slowly pushing inward as Kate moved her head. The tip was rubbed against the midpoint of her tongue, all the while the end of her tongue was feeling all along the underside, studying the shape in a new way.

Eventually Kate couldn’t take anymore of the length in. She stopped, and let her lips form a tighter seal. She wasn’t at the base. It seems she couldn’t take even Max's modest penis wholly into her mouth. Oh well. This was the first time, and they had their whole lives to get better. Kate broke the stare for a moment to peek at Max pubes, now very close. They shined with a small amount of sweat, giving off more wondrous aromas of Max's being. Kate could feel warmth breathing on her chin, coming from Max's womanly part. The realization made Kate melt. She would still get to see that treasure as well.

Kate refocused on Max's eyes, darting back and forth between her and the ceiling, stopping intermittently to snap shut from pleasure. Max's arm was up her own shirt, playing with her breast. All in due time.

“Oh Kate.”

And that was only the first pass. Kate began to pull back, gently sucking. She was exhilarated. She felt the skin of Max's cock resist, aching to spring back from the lips pulling them. Kate had reached the back of the head; felt the wonderful flesh subtly pulse beneath her lips and over her tongue. Kate began a string of short but stronger sucking motions. She thought it was a little weird her instincts were telling her to suckle the end of the cock, but it felt so right.

“Ooh Kate.” Cooed Max. Her voiced was getting higher pitched. She was vibrating

Kate once again moved forward, letting the now entirely slick cock glide among her cheeks and tongue. She was getting more used to the taste as both their bodies thrummed in unison. It was wonderful feeling the delicate veins that criss-crossed the cock slide underneath her lips as--

“Gah!” Max half moaned and half screamed as she bucked her hips forward. Kate's eye widened in shock as the eager cock edged its way further into her mouth, almost fully inside; Kate's nose was brushing up against the soft hair of Max's pubes. She hurriedly pushed back, cradling the head of the cock with her tongue. Max was grunting, and Kate felt it.

Hot, and streaming gently from the tip, all over her tongue and mouth. Salty and glorious. It kept coming. The head kept pulsing, forcing more small streams out. The cum flowed around and over Kate's tongue. Max was buckled over, a strained grimace on her face. Squeaks accompanied each pulse of her cock and gentle spurt of cum.

Kate was sent into a reverie. Max was cumming. In her mouth. The woman she had confessed her love to was filling her mouth with pure pleasure. Well, maybe not filling, but it felt as though Max's semen was infusing her very being.

This was the best.

Max saw Stars. The waves of pleasure flowed from her core, up her body and out of her cock. In the back of her mind, it almost felt as if she was peeing, feeling the cum course out of the tip of herself. Though, the comparison was inadequate, like comparing a candle to the sun. Her knees went weak, but mercifully she didn’t topple over. Electricity washed over her.

The warmth of her mouth was exquisite, and as Max felt herself flow inside, a profound relaxation took her body. She became aware of her pussy, sending it's own distinct and unique energy through her. Both of her parts were working in tandem to bathe Max in the best feelings she had ever felt.

It was over in a few moments. Max's head was awash in pleasure and joy. She tried to hold on as long as she could. At least she lasted longer then a single touch this time. God, it was hard not to cum instantly again. As soon as Kate's tongue touched the tip of her penis, Max had felt lightning shoot through her. It was all she could do to hold on until the second pull. They way Kate's eyes were staring at her through the whole thing, Max didn't know why exactly, but that made it so much better.

Clarity soon hit her. Max slowly withdrew herself.

“Oh my god! I'm sorry! It happened so fast!” She had cum in Kate's mouth!

Max's vision clouded. She focused entirely on remaining upright, her legs felt like jelly. None of the times she touched herself compared to this. She had to bend over, hands on her knees, gasping for breath. She heard Kate rise next to her. Max finally manged to get some breaths to stay down. She slowly rose back up. Kate had the look of a hunter, eyes locked on Max. Her mouth was slightly open and Max saw the pale liquid on her tongue. Her cum. Holy shit. Their eyes met. Kate closed her mouth, a glad grin appearing.

She swallowed.


	3. The Crescendo

**Summary for the Chapter:**

> Max and Kate go all the way. Where the first chapter was entirely fluff and setup, and the second light smut with some fluff, this one is pretty much all smut. fluids galore!

The next few minutes were an intense blur. Max couldn't believe it was actually happening. It was like those smutty fan-fics she read. Kate launched herself at Max, shoving her tongue into her mouth. Their lips met like pillows, nearly merging into each other. Max tasted Kate's tongue, wondering if that was what her cum tasted like. No, it wasn’t what she or Kate alone tasted like, it was the flavour of them.

Kate broke away and began to rip off her clothing. Her sweater went flying, and she hastily unbuttoned her stark white shirt. Max's eye followed her hands as they worked, catching the first glimpse of Kate's pink bra as the shirt became evermore undone. Kate glanced back at Max.

Max realized she had a job to do too. She pulled her shirt up and over her head, feeling the fabric rush over her pert nipples. Even though she wasn't wearing a bra, and had never even shown anybody her breasts before, she felt no hesitation. She wanted Kate to see everything.

By that point Kate had discarded her shirt, shoes and socks, and started unzipping her skirt, revealing her similarly pink underwear. As Kate stepped out of the garment and dropped it to the floor, Max saw the dark glistening spot at the gusset of Kate's panties. It seemed Kate enjoyed their earlier explorations.

Max saw a seductive look on Kate’s face. Seduction turned to mild embarrassment as Kate seemed to realize her state of undress. She smiled and brought her arms in close, pushing her modest breasts together in her bra. Max returned the smile, swaying her body to clumsily show off her own breasts. Kate giggled in thanks. They stood there for a moment, topless, surveying each other. Kate's nipples defiantly poking against the fabric of her bra. They stepped in close, embracing, and met for another long deep kiss. Max carefully grasped Kate's hand and brought it to her breast, savouring the feeling.

“Kate, that was so...” Another kiss. Kate was moving her hand around, massaging her breast. Max was officially being fondled.

Kate broke it off again. Another deep stare.

“Max, I... this is crazy, and I know its going super fast but.... I want to....” Her eyes snatched a peek downward. She look up again and smiled meekly. She couldn’t say the word. Now Max initiated the next kiss.

Kate turned around. Her hands went to the straps at her back, and delicately unhooked them, letting her bra fall into her hands, which she dropped on the ground a moment later. Max followed the curves of Kate's back, down to the waistband of her underwear, taking the sight in.

While Max was shuffling the remaining way out of her jeans and panties, Kate gave her a bashful look, and glanced at the ground as she pulled her own panties down to her feet. Max was transfixed. All the polite impulses in her commanded her to look away, but she couldn’t take her eyes off of Kate's rear as she exposed it. Max greedily took the sight in. The panties dropped, revealing the orbs of her cheeks and hips, not huge by any means, neither woman was the curviest; boney white girls that they were. It was still the best ass Max had ever seen.

She studied the underside of Kate's soaked vagina. Flanked on either side by Kate's curly dark blonde pubic hair, the two thick lips were coated entirely, her small clitoris just peeking out the bottom of the folds which concealed the rest of her. As her eyes traveled up, the fold seemed to part ever so slightly, letting more fluid ooze forth, and allowing a small peek at the fleshy petals underneath.

Max's eyes kept going north, and the world stopped spinning. She saw it. The tight knotted pucker of skin and muscle, slightly darker than the pussy and rear-end surrounding it. It was slick with the juices running from her vagina, catching the light with small pinpoints of brightness. Delicate lines converged at the centre of her being, turning lighter and pinker. As Kate bent further down it seemed to shiver and wink slightly at Max. It was so... cute. It hadn’t even crossed Max's mind that she would see it, Kate's most private place, the place no one else had ever seen.

Max's cock had stiffened more, Kate's impromptu display surely to blame. Max stood mouth agape, continuing to stare at Kate's anus, hypnotized by it. Kate stepped out of her panties, glancing at the dark spot of desire. She stood up and turned to face Max again, breaking her out of the reverie. Max couldn’t hide her now throbbing excitement, more slow drips peeking out of the furious red tip. The new view afforded Max a look at Kate's uncovered breasts, pink nipples in a similar state to her own. Kate smiled warmly before taking max in a trembling embrace, bringer their lips together.

It finally hit Max. This was happening. They were naked, everything out in the open. On display for each other to enjoy, with no hesitation, no judgement, just understanding and love. They were going to do it. Have sex. Make love. Together.

To think that earlier in the day she had thought their friendship permanently ruined because she wasn’t careful enough in the shower.

When masturbating, Max had wondered what it would feel like to actually put herself inside of someone else. She didn’t really think she would ever get the opportunity, her body the way it was. Now she was going to find out, with someone who accepted her immediately, and with no conditions. With the person she wanted most. They reveled in each others touch. They caressed each other, one grabbing a hold of a buttock, the other tweaking a nipple under her thumb. Max moaned as Kate buried herself in her neck, sucking greedily on Max's skin, tasting her sweat.

Max felt her cock press up against Kate's waist. Such wonderful warmth. She explored Kate's back, feeling the landscape of her lover. Her hands found Kate's ass again, the sight of her asshole flashing in her mind as she fondled it. She wanted more of it. To touch it. Why did she want to touch it? How close would Kate let her get? She brought her hands closer to the part of Kate's cheeks....

Kate gripped Max, pulling her gently towards the bed. She leaned up towards Max's ear.

“I love you Max.” Kate whispered, descending down onto the blankets, her tight hold bringing Max down with her..

“I love you too Kate. I never thought I'd ever....”

“Make love to me” Still into Max's ear, half whispering, half pleading, half commanding. She turned even redder. “I want you....”

At the back of her mind, Kate was aware that this was crazy. She only intended to talk to Max. Confess her feelings, yes, but have sex?! Why was she so driven to this, in this moment? Why was this desire so strong, and only just after she had learned so much about Max and her body.

Another part of her mind knew the answer. After all that had happened, the rooftop, this morning. Kate was reexamining her priorities. Maybe right now, the need to live, to connect, to feel her lover's whole body with no barriers, was greater than the need to be proper. Greater than the need to be her family's perfect girl.

So yes, this was totally fucking crazy and fast, but God, it felt like it was exactly where she needed to be.

They kissed passionately, tongues doing a slow dance between each other as Kate laid back, and Max leaned over her.

“Um, Kate, shouldn’t we use...”

“I don't care. I just want it. I want you.” Kate shrugged, and spread her legs slightly. Max brought her cock inline to where she needed to be. She took a deep breath. This was it. She was going to do it.

She gently pressed her pelvis forward, feeling the soft skin of Kate's underside on the tip, slick and drenched. Slowly she pressed more.

“Um, Max? I think that's my uh...” She giggled, embarrassed. “That's my... butt.”

“Oh. Sorry.” Max replied, flushed red, unable to meet Kate's eye.

“Here.” Kate looked downwards, took hold of Max's cock, and edged it upward slightly, lining it up by feel with the slight part in her fold. Max felt the skin on each side of the tip. So wet. Max involuntarily drew in a sharp breath. Kate guided her in just a little. “Okay”

Max pressed forward again, the tip meeting a little resistance as she pressed. Then in the span of an instant, it the tip of her cock jumped inside, as if it and Kate’s pussy had formed a silent agreement. The act drove the breath from both. A soft high coo escaped Kate, while Max made an unwilling and animalistic groan. Only the tip was inside, yet Max felt an intense heat again flow though her whole length. Her penis tingled, and she savoured the wonderful sensations of Kate's soaked womanhood grasping her. With a pleasured grunt, she slowly tried to push herself further into Kate's soft warmth.

“This was it.” Kate thought.

She was having sex with Max, her love, her angel. And it was incredible. Only the tip was inside, and she already knew that this was what she needed in life. Bright fire emanated from inside her pussy, spreading around her body, setting her nerves alight in intense pleasure. Max was pressing further in, causing more ecstatic sensation as the hard flesh slid against her inner walls; her inner self. Kate covetously took Max in, more and more, slowly. All she could do was mewl in thanks as the cock crept further. She saw Max was grimacing in pleasure as she carefully drove in.

“A-Am I hurting you?” Max asked, brow furrowed.

“No. Don't worry. Oh god, Max.” Kate was tearing up. She wanted for so long to be dirty, to share herself with Max. She kissed her, and brought their foreheads together. “You feel so big! I-inside me.. inside my... my pussy” Kate was breathless, barely getting the last word out. To say such things aloud. “Oh Max,” Kate sighed as she was slowly and steadily filled by Max's length.

Max was finally fully inside her. She was letting out high squeaks as her cock rhythmically moved up and down inside Kate's pussy. Kate flexed, feeling Max's penis simultaneously resist the movements and yet still move with her. Kate was lost in this new sensation, of having someone else inside her, moving on their own and causing new pleasure she couldn’t predict. Bliss.

Max grunted, and compressed herself into Kate, squeezing her. Kate felt the cock twitch inside her, so much like when it was in her mouth. Something new followed, a powerful heat, connecting with her core being, melting together. Each twitch brought more warmth. She could feel it inside. Every part of her being tingled. It didn’t seem to fill her, but it was wonderful.

“I love it Max! I love your.... Your c-cock Max!” Kate whispered.

Max let out a heavy breath and moaned low. After only one thrust, she had cum inside Kate. Dammit! She wanted to last longer, needed to last longer. Kate had given her so many good feelings. She'd made her cum with her mouth, and even swallowed it! She had to give Kate an orgasm too. She felt the last small spurt of cum creep from her cock. The mind stopping pleasure ebbed away, leaving Max gasping.

“Ooh Max,” Kate was holding tight, burying her face in her neck. “You are so hot.”

They lay among each other for awhile, slowly kissing, exploring the feelings of their bodies. Kate shifted her head, licking one of Max's nipples, and taking it into her mouth. Fearless and unashamed.

“Mmmph.” she sighed in pleasure. Did Kate have any idea how good this felt? “I'm sorry, this is the first time I've done anything like this.”

She felt Kate give an affectionate suckle on her nipple in reply. Max melted. Why did this feel so good?

“It's fine Max. You're my angel. Just feeling you inside me is great.” She wiggled her hips a little, sending a jolt of electricity through Max's cock. Kate paused. “You still feel pretty hard.”

Max realized she was right. She _was_ still hard, the tingly feel of her orgasm a little duller now, replaced with a new kind of ache. Heat was rising in her. Her cock pulsed with new vigour. It was as if the previous orgasms were just a prelude for the main event.

The moment hit her. The scent, the exquisite touch of Kate's skin, the wonderful softness caressing her cock, Kate' beautiful face. Once again, the image of Kate's cute ass-hole sparked in Max's mind. Max felt herself get stronger, more excited. A primal urge was filling her, making her act on an animal instinct. This was what she wanted. Her cock had become harder than it ever been before.

Max put a hand to Kate's hip, and pressed her whole body against hers. She slowly drew back, exalting in the wonderful sensations the movement gave her. As Max was just about to exit Kate, she reversed and began another long slow thrust in, acting on the instincts her body was giving her.

Kate was nearly hyperventilating, the slow movement sending ripples through her. Max kept the pace constant, steadily pressing in, savoring the wet warmth on her cock, and carefully drawing out. She was helpless before the tight grip of Kate's slick lower lips. With each drawn-out thrust her pussy eagerly accepted Max's length, and with each draw back it clung to Max, refusing to be parted for even an instant. Max couldn’t form coherent words, all she could was mewl sweetly into Kate's neck, as she gently and determinedly pumped herself into her.

Wetness began to slosh between them, juice and small amounts of cum emerging from Kate and coating both of their thighs, covering any place their parts touched, and soaking into their pubic hair. The aroma of their passion: deep, lewd, intoxicating. Max propped herself up slightly, keeping the deliberate pace, and gazed at Kate's eyes. She almost looked as if she was about to cry, but the soft high moans sprinkled with Max's name gave little doubt as to her state of mind. The soft sounds of their bodies gently impacting in a rising rhythm filled the room.

Max felt one of Kate's hands clinging desperately to her back, the other not so lightly grabbing her ass, steadying Max and helping her keep the rhythm. Max had to taste her again, pushing her tongue into Kate's mouth, stifling a moan. Neither was holding back, not trying to be delicate or sensual with their lips. Max thought that to an outside observer it must look as though the two were trying to eat each others faces. They didn’t care. Saliva drenched them, and sweat was beading on their foreheads, bodies slick and shiny in the lamplight of the room.

They continued their dance, locked in each other. It could have been seconds or hours, neither knew for how long. They lost each other in their lust and pleasure. Max unshakably thrusting, Kate eagerly accepting her, making a small squeak each time max entered to her full length. Max felt her cock transcend into a constant feeling of tiny wonderful pinpricks, electricity coursing around it, in it, and all along it's surface as it glided inside Kate. The tip felt like it was going to burst, but she knew she had to hold on.

“Kate, f-fuck, you feel so good! Your pussy- oh god!” Max exclaimed, able to muster words, but not much more. Kate began huffing, rolling her hips into Max's, it seemed she was doing it unconsciously. All the while she stared intensely into Max's eyes. She put both her hands firmly onto Max's ass, clenching hard. Their rhythm was intensifying.

“Max, my angel!” Kate puffed the words out, in time with each firm but loving thrust. “I -- Love -- You! So – much!” Kate pulled Max into her, there was no space betwixt them, their breasts pressed against each other, the warmth of their bodies merging into one. “F-Fuck me! Fuck me Max! Fuck me fuck me fuckme fuckme fuckme fuckmefuckmefuckmefuckme...!” Kate kept repeating breathlessly; she couldn’t get the words out fast enough. Max's body reacted on instinct, quickening the pace. She felt Kate's pussy tighten in pulses as they pushed themselves together.

“Max! Max max max....” Kate switched gears, mouth agape, eyes rolling upwards. Max was accelerating, gentle sounds of soft impacts turning into loud thwacks as the intensity increased.

A sound caught in Kate's throat, and her whole body convulsed. Her head rolled back, holding Max in an iron grip. Kate's vagina clamped down. It pulsed, each making it tighter and tighter. Max felt like she was in a hot wet vice. A new smell faced her, and a fresh dampness splashed against her waist and groin. New waves hit her with each pulse of Kate 's body, as Kate haggardly gasped with each one. Wowsers.

Max couldn't hold off anymore. The waves of tightening pulses in Kate's pussy seemed to milk her cock, and with a final, forceful push, Max thrust inside as far as she could go. It happened. She was right, the previous times were all just preparation. This was a real orgasm. Max felt her whole body vibrate, again the strange sensation of peeing but not peeing. Something new, a chill welled itself inside her core. She squinted, keeping her eyes open a slit so she could still see Kate's face, their eyes locked. Kate looked as if she was on different planet. Seeing across space, mouth open in a soft “O”, guttural sounds exiting her. Love was filling them.

Max shouted Kate's name, the word turning into a bestial scream. All the muscles of her body tensed up and the flood unleashed itself. No more small spurts or dribbles. Max was cumming, hard. Magnificent. Her vision went cloudy, stars and fireworks burst around Kate's face as Max's view was filled with new colors. Max felt her pussy do something weird, more of that strange feeling, peeing but not peeing, forcing a new kind of pleasure up into her. She felt another new wet sensation from her underside. What was going on?

The semen sprayed out the tip of her length, contained by Kate, it surrounded Max's cock in a whole new warmth, so hot it was cold. It felt thicker this time, gleefully exiting Max's body and taking comforting refuge deep inside Kate's womanhood. It didn't stop. Each wave of pleasure transforming into the next, a singular flow of cum rippling out of Max and into the waiting warmth of Kate's soul.

Max was letting out ragged breaths, Kate mirrored her. They were truly joined, cumming together in an explosion of screams, moans and fluids. More pungent juice flew out of Kate with each contracting pulse, which in turn forced more thick semen out of Max. Kate drenched Max's lower body, Max filled Kate's insides. By now the pulses of orgasmic pleasure were discreet, each one sending a long, viscous course of cum out of Max's cock. Max delighted in the feeling of it leaving, energizing the tip of her penis as it passed. Max could feel the liquid pressure she was creating; the more cum she pumped in, the more came forcefully flowing out around the her oozing everywhere and sticking to their bodies, dripping down and soaking the sheets beneath them.

They rode out the remainder of each others orgasm, cum continuing to slowly flow from Kate. Max collapsed onto Kate, their faces touching. Max couldn't move. All the strength had left her body, replaced with a soft tingling throughout. She tried to speak, but couldn’t find her voice. All she could do was take in the sensation of Kate's body. The pungent smell of their activity, their lovemaking. The soft sounds of their exhausted breaths. The taste of her sweat. Their hearts beat in time with each other as one.

Minutes passed like that, sweat slowly cooling on their conjoined bodies. Max shakily slid out and rolled over, eliciting a small wave of almost unbearable pleasure. More drops of semen softly impacted the sheets, lazily dripping off of Max's cock and out of Kate. A pungent wet puddle spread itself underneath Kate, the evidence of their clumsy love.

They laid there, basking in each others' glow, taking slow, deep breaths, trying to process what they had experienced together. Neither was able to find words for it. They just stared into each others eyes. Max found her body barely responding to her commands, her arms and legs quietly shaking, feeling like jelly. Their hands found each other. She shuffled towards Kate. Their mouths met. Their breath on each others faces. They lay like that, curled up in on another.

“I love you.”

Soon they fell asleep, exhausted in each others arms.


End file.
